CAPITAL STOCK

dollar amounts: (b) For each class of capital stock including certificates of beneficial interest give information both in number of shares and in (Do not include here any warrants, options or other securities reported under paragraph 8(d)).

As of Date
Col. E

Amount Re

(c)

CONTINGENT LIABILITIES

securities.
A brief outline of the nature and amount of each contingent liability on account of endorsement or other guarantees of any

OTHER SECURITIES

(a)

A statement of the amount of warrants, rights or options and of any class of securities of the registrant and subsidiary
companies not elsewhere herein described which is outstanding and/or authorized.
thereof should be included.
A brief description of the provisions
Information need not be set forth under this item as to notes, drafts, bills of exchange
or bankers' acceptances which mature within nine months.

Form U5B

INVESTMENTS IN SYSTEM SECURITIES

9. Give a tabulation showing the principal amount, par or stated value, the cost to the system company originally acquiring such security, and the number of shares or units, of each security described under Item 8 that is held by the registrant and by each subsidiary company thereof as the record (or beneficial) owner, and the amounts at which the same are carried on the books of each such owner. This information should be given as of the sane date as the information furnished in answer to Item 8.

10.

INVESTMENTS IN OTHER COMPANIES

Give a tabulation showing all investments of the registrant and of each subsidiary thereof in holding companies and in public utility companies which are not subsidiary companies of the registrant. Also show all other Investments of the registrant and of each subsidiary thereof in the securities of any other enterprise, if the book value of the investment in any such enterprise exceeds 2% of the total debit accounts shown on the balance sheet of the company owning such investment or an amount in excess of $25,000 (whichever amount is the lesser). Give principal amount and number of shares or units and the cost of each issue of such securities to the system company originally acquiring such security, and amount at which carried on the books of the owner. List all such securities pledged as collateral for loans or other obligations and identify loans and obligations for which pledged. This information should be given as of the same date as the information furnished in answer to Item 8.

INDEBTEDNESS OF SYSTEM COMPANIES

11. List each indebtedness of the registrant and of each subsidiary company thereof (other than indebtedness reported under Item 8, but as of the same date) where the aggregate debt owed by any such company to any one person exceeds $25,000 or an amount exceeding 2% of the total of the debit accounts shown on the balance sheet of the debtor (whichever amount is the lesser) but not including any case in which such aggregate indebtedness is less than $5,000, and give the following additional information as to each such indebtedness:

Note:

12.

Rate of
Interest

Date of
Maturity

If any of the above reported indebtedness is pledged as collateral or is secured by the pledge of any security not included in the answer to Item 8(a), Item 8(b), or Item 10, this information should be furnished by appropriate footnotes. PRINCIPAL LEASES

Describe briefly the principal features of each lease (omitting oil and gas leases) to which the registrant or any subsidiary company thereof is a party, which involves rental at an annual rate of more than $50,000 or an amount exceeding 1% of the annual gross operating revenue of such party to said lease during its last fiscal year (whichever of such sums is the lesser) but not including any lease involving rental at a rate of less than $5,000 per year.

SECURITIES SOLD

13. If, during the last five years, the registrant or any subsidiary company thereof has issued, sold or exchanged either publicly or privately any securities having a principal amount, par, stated or declared value exceeding $1,000,000 or exceeding an amount equal to 10% of the total liabilities as shown by the balance sheet of issuer at the time of such issue (whichever of such sums is the lesser), give the following information with respect to each such issue or sale:

14.

Information is to be given separately for each distinct transaction, except that if the sales were "open-end" or otherwise constituted a continuous operation, the information may be given by such totals and periods as will reasonably convey the information required.)

AGREEMENTS FOR FUTURE DISTRIBUTION OF SECURITIES

(a) Summarize the terms of any existing agreement to which the registrant or any associate or affiliate company thereof is a party or in which any such company has a beneficial interest with respect to future distribution of securities of the registrant or of any subsidiary;

(b) Describe briefly the nature of any financial interest (other than the ownership of securities acquired as a dealer for the purpose of resale) which any person with whom such agreement exists, has in the registrant or in any associate or affiliate company thereof.

15.

TWENTY LARGEST HOLDERS OF CAPITAL STOCKS

As of a recent date (indicating such date for each class) give the following information with respect to the holders of each class of stock and/or certificates of beneficial interest of the registrant:

(a)

Title of

Issue

Note 1:

Note 2:

List the twenty largest holders in accordance with the table below:

If any such holder of record is a personal holding company as de-
fined in Title 26, Section 331(b) of the United States Code, or

a trustee or nominee for one or more persons who hold the beneficial
interest in such stock, give the names of the individuals who are
the principal owners of stock of such company or the names of the
individuals who have such beneficial interest, in parentheses im-
mediately below the name of the holder of record. If any one in-
dividual, whether by ownership of stock in a personal holding com-
pany or otherwise, is the beneficial owner of more than one block
of a particular class of stock of the registrant, and the aggregate
of such holdings would make such individual one of the "twenty
largest holders" of such class of stock, such holdings should be
grouped and the name of such individual owner should be shown.

If any information required is not furnished there must be full compliance with the requirements of Instruction 4.

(b) Number of shareholders of record each holding 1,000 shares or more, and aggregate number of shares so held.

(c) Number of shareholders of record each holding less than and the aggregate number of shares so held.

OFFICERS, DIRECTORS AND EMPLOYEES

1,000 shares

16. (a) Positions and Compensation of Officers and Directors. Give name and address of each director and officer (including any person who performs similɛr functions) of the registrant, of each subsidiary company thereof, and of each mutual service company which is a member of the same holding company system. Opposite the name of each such individual give the title of every such position held by him and briefly describe each other employment of such individual by each such company.

Forn U5B

State the present rate of compensation on an annual basis for each director whose aggregate compensation from all such companies exceeds $1,000 per year, and of each officer whose aggregate compensation from such companies is at the rate of $20,000 or more per year. In the event any officer devotes only part of his time to a company or companies in the system this fact should be indicated by appropriate footnote. Such compensation for such part time should be computed on an annual rate and if such annual rate exceeds $20,000 the actual compensation as well as annual rate should also be reported.

Name

Address

Company

Positions and
Employments

Present Compensation (Annual Rate) (Note 1)

Note 1:

Where compensation is required to be given, state present annual
rate for each position and employment. In the case of directors
and officers compensated on a fee basis, the actual compensation
paid during a twelve months' period ended on a named date within
30 days, indicating such date, shall be given in lieu of the
present annual rate. In the case of officers (but not directors)
compensated on a fee basis where the employment is only part time,
this fact should be noted.

(b) Compensation of Certain Employees. As to regular employees of such companies who are not directors or officers of any one of them, list the name, address and aggregate annual rate of compensation of all those who receive $20,000 or more per year from all such companies.

(c) Indebtedness to System Companies. As to every such director, trustee or officer as aforesaid, who is indebted to any one of such companies, or on whose behalf any such company has now outstanding and effective any obligation to assume or guarantee payment of any indebtedness to another, and whose total direct and contingent liablity to such company exceeds the sum of $1,000, give the name of such director, trustee, or officer, the name of such company and describe briefly the nature and amount of such direct and contingent obligations.

(a) Contracts. If any such director, trustee or officer as aforesaid:
(1) has an existing contract with any such company (exclusive of an
employment contract which provides for no compensation other than
that set forth in paragraph (a) of this Item); or,

(2) either individually or together with the members of his immediate
family, owns, directly or indirectly, 5% or more of the voting
securities of any third person with whom any such company has an
existing contract; or,

(3) has any other beneficial interest in an existing contract to which any such company is a party;

describe briefly the nature of such contract, the names of the parties thereto, the terms thereof and the interest of such officer, trustee or director therein.

(e) Banking Connections. If any such director, trustee or officer, is an executive officer, director, partner, appointee or representative of any bank, trust company, investment banker, or banking association or firm, or of any corporation a majority of whose stock having the unrestricted right to vote for the election of directors, is owned by any bank, trust company, investment banker, or banking association or firm, state the name of such director or officer, describe briefly such other positions held by him and indicate which of the rules under Section 17 (c) authorizes the registrant and subsidiary companies of which he is a director or officer to retain him in such capacity.

Form USB

17.

INTERESTS OF TRUSTEES UN SYSTEM COMPANIES

Describe briefly the nature of any substantial interest which any trustee under indentures executed in connection with any outstanding issue of securities of the registrant or any subsidiary thereof, has in either the registrant or such subsidiary, and any claim which any such trustee may have against registrant or any subsidiary, provided, however, that it shall not be necessary to include in such description any evidences of indebtedness owned by such trustee which were issued pursuant to such an indenture.

SERVICE, SALES AND CONSTRUCTION CONTRACTS

18. As to each service, sales or construction contract (as defined in paragraphs (19) to (21) of Section 2 (a) of the Act) which the registrant and any subsidiary company thereof has had in effect within the last three months, describe briefly the nature of such contract, the name and address of the parties thereto, the dates of execution and expiration, and the compensation to be paid thereunder. Attach typical forms of any such contract as an exhibit to this registration statement. If the other party to any such contract is a mutual service company or a subsidiary service company which is a member of the same holding company system as the registrant and as to which the Commission has made a favorable finding in accordance with Rule 13-22, specific reference may be made to the application or declaration filed by such company pursuant to Rule 13-22 and no further details need be given as to such contracts.

19.

Note:

This item is intended to apply to service, sales or construction contracts within the scope of Section 13. It is not intended to apply to any contracts for purchase of power or gas or ordinary contracts for materials and supplies, printing, etc. made with non-affiliates.

LITIGATION

Describe briefly any existing litigation of the following descriptions, to which the registrant or any subsidiary company thereof is a party, or of which the property of the registrant or any such subsidiary company is the subject, including the names of the parties and the court in which such litigation is pending:

(1) Proceedings to enforce or to restrain enforcement of any order of a State commission or other governmental agency;

(2) Proceedings involving any franchise claimed by any such company;

126

(3)

Proceedings between any such company and any holder, in his capacity as such, of any funded indebtedness or capital stock issued, or guaranteed by such company, or between any such company and any officer thereof;

(4) Proceedings in which any such company sues in its capacity as owner
of capital stock or funded indebtedness issued or guaranteed by
any other company;

(5)

Each other proceeding in which the matter in controversey, exclusive of interest and costs, exceeds an amount equal to 2% of the debit accounts shown on the most recent balance sheet of such company.

EXHIBITS

Submit the following exhibits as a part of the registration statement.

(INSTRUCTIONS

Information in the exhibits should be furnished as of the latest available date.

Exhibits B, C, and G should not be bound with the signed copy of the registration statement. Each separate part of each such exhibit shall be given a suitable identification number or symbol for example,